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Capitalisation of certain outstanding loan claims in Miranda through the issue of new ordinary shares
Miranda Mineral Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
Share code: MMH ISIN: ZAE000074019
(“Miranda” or “the Company”)
Capitalisation of certain outstanding loan claims in Miranda through the issue of new ordinary shares of no
par value
1. Introduction
As at the date of this announcement, the following comprise certain outstanding loan claims against the
Company, namely:
1.1 R23 684 181 of loan claims having been ceded by Global PS Mining Investments Company Limited (“Global
PS”) to Incubex Minerals Limited (“Incubex”) pursuant to a novation agreement comprising:
1.1.1 R20 662 502, being claims ceded to Labohlano Trading 199 (Proprietary) Limited (“Labohlano”),
Money Box Investments 308 (Proprietary) Limited (“Money Box”) and Polkadots Properties 188
(Proprietary) Limited (“Polkadots”) (collectively “the Ceded Claims”); and
1.1.2 R3 021 679, being the balance of an Incubex Share Purchase Agreement and accompanying
novation agreement (“the Remaining Balance”),
(the Ceded Claims and the Remaining Balance referred to collectively as “the Global Claim”);
1.2 a new loan from Incubex of R15 208 275; and
1.3 a loan originally received from Yakani Resources (Proprietary) Limited whereby they advanced R2,529, 367
in respect of a restated convertible loan facility agreement.
In order to improve the Company’s gearing and simplify the capital structure, the directors have resolved, subject
to the required approvals of shareholders in general meeting, to settle all of the loans referred to in paragraphs 1
through 4 through the allotment and issue of new ordinary shares of no par value in Miranda (“New Miranda
Shares”) at an issue price of 18.16 cents per share (“the Conversion Price”).
All of the New Miranda Shares to be issued at the Conversion Price represents a discount to the weighted
average traded price measured over the 30 business days prior to 23 November 2012.
Based on the total of the loans of R41 421 823 and the Conversion Price, implementation and settlement of all of
the loans will result in a total of 228 093 741 new ordinary shares being issued in the Company’s share
capital.(“the Specific Issues of Shares for Cash”)
2. Details of the Global Claim
In terms of a Restated Convertible Loan Facility agreement (“the RCLF”) concluded between Global PS and
Miranda on 9 September 2011, Global PS agreed to make available to Miranda a facility in the amount of R25
million (“the Capital Amount”) for the purpose of the funding of working capital requirements.
The RCLF provided that Miranda be entitled to request a conversion of any drawdown capital amount utilised into
new ordinary shares in Miranda at the Conversion Price. The amount having been utilised by Miranda prior to 7
January 2012 (“the Maturity Date”) totalled R23 684 181 inclusive of accrued interest.
Incubex acquired the Global Claim with effect from 15 January 2012.
2.1 The Ceded Claims
As Incubex wishes to retain only a 25% interest in Miranda, Incubex deemed it appropriate to sell and
assign part of the Global Claim to Labohlano, Money Box,and Polkadots (the Cession Parties”). The
Cession Parties, owned by Segamont and Momat Investments (Proprietary) Limited, were identified as
rd
independent 3 parties and therefore not a related party to Miranda. On 9 November 2012, Incubex signed
the Cession Agreements with the Cession Parties, on the basis that the Ceded Claims would be converted
into New Miranda Shares at the Conversion Price as follows:-
- Polkadots – the amount of the loan is R6 220 834 and will be converted into 34 255 694 New
Miranda Shares at the Conversion Price;
- Money Box – the amount of the loan is R8 400 000 and will be converted into 46 255 507 New
Miranda Shares at the Conversion Price; and
- Labohlano – the amount of the loan is R6 041 668 and will be converted into 33 269 098 New
Miranda Shares at the Conversion Price.
2.2 The Incubex Loan Balance
Pursuant to the Incubex share purchase agreement and the novation agreement, the balance of R3 021 679
of the Global Claim accrues to Incubex, which amount Incubex has also agreed to convert to New Miranda
shares at the Conversion Price.
3. Details of the New Incubex Loan Agreement
On 20 January 2012, Incubex agreed to provide additional working capital up to a maximum of R20 000 000 to
fund Miranda’s interim working capital requirements (“the New Incubex Loan Agreement”). The New Incubex
Loan Agreement was conditional upon such loan being discharged on the same terms, mutatis mutandis, as
those contained in the RCLF. The loan amounts to R15 208 275, which Incubex has agreed to convert to 83 746
008 New Miranda Shares, at the Conversion Price, subject to shareholder approval.
4. Yakani Loan
On 9 November 2012, Miranda signed the Satiolor Agreement whereby Satiolor agreed to subscribe for 13 928
232 New Miranda Shares at the Conversion Price. In terms of this agreement, the proceeds of the subscription
must be used to settle a convertible loan in the amount of R2 529 367, advanced by Yakani to Miranda, in terms
of a convertible loan agreement whereby the loan could be paid back in cash or converted to shares.
Miranda has resolved to issue to Satiolor New Miranda Shares mutatis mutandis on the same terms as the
RCLF.
Satiolor is independent from Incubex and Miranda and therefore is not a related party.
Subject to shareholder approval, the loan amount of R2 529 367 will be settled by the issue of 13 928 232 New
Miranda Shares at the Conversion Price
5. The Listings Requirements:
In terms of paragraph 5.51 of the Listings Requirements, the capitalisation of the above mentioned outstanding
loans are regarded as separate Specific Issues of Shares for Cash and are subject to prior shareholder approval
and compliance with the Listing Requirements.
As Incubex is a related party to Miranda, and as the Conversion Price is at a discount to the prevailing current
share price of Miranda on the JSE, a fairness opinion is required in regard to the conversion of the Incubex Loan
Balance as well as the New Incubex Loan.
Accordingly, the independent expert, BDO Corporate Finance, has concluded that that the conversion of the
Incubex Loan Balance and the New Incubex loan are fair to Miranda shareholders. Their report will be included in
the circular as an annexure.
Incubex and its associates may be taken into account in determining the necessary quorum at the general
meeting but may not be taken into account in determining the results of the voting in respect of the Incubex Loan
Balance and the New Incubex Loan Agreement resolutions required to authorise the loan conversion and share
issues to Incubex.
The Specific Share Issues are subject to the approval of a 75% majority of the votes cast by Miranda’s
shareholders as will be present in person or by proxy and voting at the General Meeting.
6. Unaudited Pro Forma Financial Effects
The table below illustrates the unaudited pro forma financial effects of the Specific Issues of Shares for Cash on
Miranda based on the reviewed provisional financial results for the year ended 31 August 2012.
The preparation of the unaudited pro forma financial effects is the responsibility of the directors of Miranda. The
unaudited pro forma financial effects have been prepared for illustrative purposes only to provide information on
how the Specific Issues of Shares for Cash may have impacted on Miranda’s results and financial position and,
due to the nature thereof, may not give a fair reflection of Miranda’s results and financial position after the Specific
Issues of Shares for Cash.
Before After 1 After 2 After 3 % change
Net asset value per share (2.53) (2.32) 0.22 6.84 N/A
(cents)
Net tangible asset value per (10.05) (9.95) (6.46) 2.68 N/A
share (cents)
Number of shares in issue 327,187,153 330,296,497 377,102,664 605,196,405
Loss per share (cents) (9.46) (9.36) (8.06) (4.95) (52.4)
Headline loss per share (8.71) (8.61) (7.42) (4.57) (52.5)
(cents)
Weighted average number 287 316 700 290 426 044 337 232 211 565 325 952
of shares in issue
Assumptions:
Statement of Financial Position
1. The "Before" column is extracted from the company's reviewed provisional results for the year ended 31
August 2012 before adjusting for the effects of a small acquisition of assets (“the Acquisition”) completed
on 18 September 2012, a General Issue of 46 806 167 to Russell Stone to be issued on 10 December
2012 (“the General Issue”) and the Specific Issue of Shares for Cash as a result of the conversion of the
above mentioned loans.
2. The “After 1” column reflects the pro forma financial position after the Acquisition mentioned in note 1. The
effects on net asset value per share and tangible net asset value per share are calculated based on the
assumption that the Acquisition was effected on 31 August 2012.
3. The “After 2” column reflects the pro forma financial position after General Issue. The effects on net asset
value per share and tangible net asset value per share are calculated based on the assumption that the
General Issue was effected on 31 August 2012.
4. The “After 3” column reflects the pro forma financial position after the Specific Issue of Shares for Cash
based on the issue of 228 093 741 ordinary shares at the Conversion Price per share, resulting in a loan
conversion of R41 421 823. The effects on net asset value per share and tangible net asset value per
share are calculated based on the assumption that the Specific Issue of Shares for Cash was effected on
31 August 2012.
Statement of Comprehensive Income
1. The "Before" column is extracted from the company's reviewed provisional results for the year ended 31
August 2012.
2. The "After 1" column shows the pro forma effects of the Acquisition as though the Acquisition had been in
effect from 1 September 2011.
3. The "After 2” column shows the pro forma effects of General Issue as though the General Issue had been
in effect from 1 September 2011.
4. The "After 3” column shows the pro forma effects of the Specific Issue of Shares for Cash and conversion
of the loans as though the Specific Issue of Shares for Cash had been in effect from 1 September 2011.
5. The "After 3” column includes the transactions costs of R832 670 for the Specific Issue of Shares for Cash
circular.
7. Notice of general meeting and important dates and times
Shareholders are advised that a circular convening a general meeting is expected to be posted on 3 December
2012, and the general meeting of Miranda’s shareholders will be held at 10:00 on Tuesday, 15 January 2013 at
The Greens office Park, Ground Floor, Pecanwood Building, Charles de Gaulle Crescent, Highveld, Techno Park,
0157, to transact the business as stated in the notice of the general meeting forming part of the circular.
The salient dates and times relating to the general meeting to approve the Specific Issues for Cash are as follows:
Record date in order to be eligible to receive the circular containing the Friday, 23 November 2012
notice of General Meeting
Circular posted to Miranda shareholders on Monday, 3 December 2012
Last day to trade Miranda shares in order to be recorded in the Thursday, 27 December 2012
Register on the Record Date on
Record Date for purposes of the General Meeting being 17:00 on Friday, 4 January 2013
Last day to lodge request for participation in general meeting via Friday, 11 January 2013
electronic participation being 10:00 on
Completed Forms of proxy to be lodged by 10:00 on Monday, 14 January 2013
General Meeting held at 10:00 on Tuesday, 15 January 2013
Results of General Meeting published on SENS and on the respective Tuesday, 15 January 2013
websites of Miranda on
Results of General Meeting published in the South African press on Wednesday, 16 January 2013
Expected listing of the New Miranda Shares comprising the Specific Monday, 21 January 2013
Share Issue on or about
The above dates and times are subject to such changes as may be agreed to by Miranda and approved by the
JSE. Any changes will be published on SENS and in the South African press.
Centurion
28 November 2012
Sponsor and Corporate Advisor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Attorneys to Miranda
Shepstone and Wylie Attorneys
Reporting Accountants
PKF (Jhb) Inc
Independent Expert
BDO Corporate Finance
Date: 28/11/2012 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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